HomeMy WebLinkAbout3/21/2001 - STAFF REPORTS (5) DATE: March 21, 2001
TO: City Council
FROM: Director of Economic Development
AGREEMENT FOR FOREIGN-TRADE ZONE SERVICES
RECOMMENDATION:
That City Council approve the agreement between the City and Maritime
Trust/Foreign-Trade Zone Solutions in the amount of $12,500 to provide consulting
services to assist with the foreign-trade zone activation.
SUMMARY:
This is a consulting agreement to undergo a speculative activation of the Foreign-
Trade Zone #236. The activation allows the City (Grantee) to activate the zone
without a specific user. The activation meets the requirement to activate the zone
within the fiver year time line. The consulting agreement is in the amount of$12,500
and will be paid from the Department of Economic Development FY 2000-01
approved budget.
BACKGROUND:
The City of Palm Springs received Foreign-Trade Zone (FTZ) designation on
February 3, 1999 (Board order #1013). After a foreign-trade zone has been
approved, but before operations may begin, the zone must undergo an activation
process. The zone must be activated within five years of the date of designation.
The Department of Economic Development has been given the responsibility to pro-
actively seek an operator/user(s) or sub zone user(s) to activate the zone. To fulfill
the activation requirement,staff has identified an existing company, located within the
zone boundaries, as an FTZ candidate who would benefit from the zone program.
In order for the City to achieve the zone activation and as an incentive to the local
company to be granted zone status, staff is recommending that the City pay the cost
of the first activation application. The cost of the application ($12,500) will be paid
from the Department of Economic Development approved 2000-01 budget, account
number 001-10-1400-43200.
Maritime Trust/Foreign-Trade Zone Solutions will provide the consulting services and
prepare the necessary paperwork, including the application forms and procedures
manual, and process the activation request with the Foreign-Trade Zones Board
and U.S. Customs.
Director of off'-mic D v I ment
APPROVD: Z > •
City Manager
Attachments:
1) Minute Order
2) Contract Agreement for Foreign-Trade Zone Services
REVIEWED BY DEPT.OF FINANCE
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
(SHORT FORM)
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement') is made and entered
into this 21" day of March, 2000, by and between the CITY OF PALM SPRINGS, a municipal
corporation (herein "City") and MARITIME TRUST/FTZ SOLUTIONS (herein "Contractor"). (The
term Contractor includes professionals performing in a consulting capacity).
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Contractor shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor
warrants that all work and services set forth in the Scope of Services will be performed in a
competent, professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of
the City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum
contract amount of$12,500.00 Dollars ("Contract Sum").
1.2 Method of Payment. Provided that Contractor is not in default under the
terms of this Agreement, Contractor shall be paid as
outlined in Exhibit"B", Schedule of Compensation.
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. Chris Koelfgen is hereby designated as
being the principal and representative of Contractor authorized to act in its behalf with respect to
the work and services specified herein and make all decisions in connection therewith.
3.2 Contract Officer. George L. Wyatt, Director of Economic Development is
hereby designated as being the representative the City authorized to act in its behalf with
respect to the work and services specified herein and make all decisions in connection
therewith ("Contract Officer"). The City Manager of City shall have the right to designate
another Contract Officer by providing written notice to Contractor.
3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
3.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as otherwise set forth. Contractor
shall perform all services required herein as an independent contractor of City and shall remain
under only such obligations as are consistent with that role. Contractor shall not at any time or
in any manner represent that it or any of its agents or employees are agents or employees of
City.
4.0 INSURANCE AND INDEMNIFICATION
4.1 Insurance, The Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis in an
amount not less than either (i) a combined single limit of $1,000,000.00 or (ii) bodily
injury limits of $500,000.00 per person, $1,000,000.00 per occurrence and
$1,000,000.00 products and completed operations and property damage limits of
$500,000.00 per occurrence. If the Contract Sum is greater than $500,000.00, the policy
of insurance shall be in an amount not less than $5,000,000.00 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the
Contractor and the City against any loss, claim or damage arising from any injuries or
occupational diseases occurring to any worker employed by or any persons retained by
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the Contractor in the course of carrying out the work or services contemplated in this
Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i)
bodily injury liability limits of $500,000.00 per person and $1,000,000.00 per occurrence
and property damage liability limits of $250,000.00 per occurrence and $500,000.00 in
the aggregate or (ii) combined single limit liability of $1,000,000.00. Said policy shall
include coverage for owned, nonowned, leased and hired cars.
(d) Additional Insurance: Policies of such other insurance, including
Professional Liability Insurance, as may be required in the Scope of Services, Exhibit
"A„
All of the above policies of insurance shall be primary insurance and shall name the City,
its officers, employees and agents as additional insured, except that the City shall not be named
as an additional insured for the Worker's Compensation Insurance nor the Professional Liability
Insurance. The insurer shall waive all rights of subrogation and contribution it may have against
the City, its officers, employees and agents and their respective insurers. All of said policies of
insurance shall provide that said insurance may not be amended or canceled without providing
thirty (30) days prior written notice by registered mail to the City. In the event any of said
policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit
new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No
work or services under this Agreement shall commence until the Contractor has provided the
City with Certificates of Insurance or appropriate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance or binders are approved by the City.
The Contractor agrees that the provisions of this Section 4.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment
of damages to any persons or property resulting from the Contractor's activities or the activities
of any person or persons for which the Contractor is otherwise responsible.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated "A" or better in the most recent edition of
Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the City Manager
or designee of the City due to unique circumstances.
4.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from,
any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities, including paying any legal costs, attorneys fees, or
paying any judgment (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance of the work
or services of Contractor, its agents, employees, subcontractors, or invitees, provided for
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herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, but excluding such claims or liabilities to the extent caused by the
negligence or willful misconduct of the City.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,
this Agreement shall continue in full force until September 30, 2001.
5.2 Termination Prior to Expiration of Term. Either party may terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other
party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work
or services
hereunder except as may be specifically approved by the Contract Officer. In the event of
termination by the City, Contractor shall be entitled to compensation for all services rendered
prior to the effectiveness of the notice of termination and for such additional services specifically
authorized by the Contract Officer and City shall be entitled to reimbursement for any
compensation paid in excess of the services rendered.
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance
of this Agreement. Contractor shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without regard to their race, color,
creed, religion, sex, marital status, national origin or ancestry.
6.2 Nonliability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to
its successor, or for breach of any obligation of the terms of this Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that
it has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement.
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6.4 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to
the person at the address designated on the execution page of this Agreement.
6.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction
which might otherwise apply.
6.6 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this Agreement.
This Agreement may be amended at any time by the mutual consent of the parties by an
instrument in writing.
6.7 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby
declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic
benefit of their bargain or renders this Agreement meaningless.
6.8 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's
consent to or approval of any subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or
not the matter proceeds to judgment.
6.10 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
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entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above.
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
By:
City Clerk Contract Administrator
(Check one:_Individual_Partnership
_Corporation
(Corporations require two signatures: CONTRACTOR:
One from each of the following:
A. Chairman of Board, President, any By:
Vice President: AND B. Secretary, Signature (Notarized)
Assistant Secretary, Treasurer,
Assistant Treasurer, or Chief Financial
Officer). Print Name &Title
By:
Signature (Notarized)
Print Name &Title
Mailing Address:
(End of Signatures)
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EXHIBIT"A"
SCOPE OF SERVICES
The Activation process will be prepared and managed as follows:
Prepare Activation application and manage Activation process with U.S. Customs
Prepare information for U.S. Customs background investigation, takes 30 to 90 days
Assist in preparation of FTZ procedures manual
Provide a manual inventory control and record keeping system (ICRS), if needed
Assist with selection of an automated IRCS as necessary
Provide onsite administrative training prior to activation approval and FTZ admission
Provide remote administrative assistance for three months as needed
The activation process will be discussed with the designated personnel from the City of Palm
Springs. The activation letter will be prepared for submission to the Port Director of U.S.
Customs. U.S. Customs' personnel will conduct a security inspection of the zone site,
assistance will be provided in preparation for the Customs' inspection.
In coordination with the City of Palm Springs, an FTZ Procedures Manual will be developed
documenting the zone operating procedures.
Inventory control and record keeping systems must be in please to activate the zone site. The
purchase and development of an automated inventory control software system is not a part of
the flat fee rate presented in this contract. If requested, MT/FTZS will assist in the selection of
software to operate the zone and make recommendations on various software packages
available in the market. A zone lot based manual inventory control and record keeping system
will be supplied by MT/FTZS as part of the flat rate presented in this proposal.
The only insurance (Section 4.0) required is Professional Liability Insurance in the amount of
$1,000,000.
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EXHIBIT `B"
SCHEDULE OF COMPENSATION
The activation process, including preparation of an FTZ Procedures Manual, delivery of a zone
lot based manual ICRS, onsite training, remote administrative assistance, and travel time will be
at a significantly discounted flat fee of$12,500 plus reasonable out-of-pocket expenses.
The flat fee will be payable as follows:
50% upon execution of this agreement
25%when the activation request is presented to the City of Palm Springs for submission to U.S.
Customs Service
25%thirty days after submission to U.S. Customs
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EXHIBIT C
SPECIAL REQUIREMENTS
The following Sections shall not be applicable, to wit:
4.1 (a) Comprehensive General Liability Insurance
4.1 (b) Worker's Compensation Insurance
4.1 (c) Automotive Insurance
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MINUTE ORDER NO. 6818
APPROVING THE AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS
AND MARITIME TRUST/FOREIGN-
TRADE ZONE SOLUTIONS, IN THE
AMOUNT OF $12,500, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY,
FOR CONSULTING SERVICES TO
ASSIST WITH THE FOREIGN-TRADE
ZONE#236 ACTIVATION.
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I HEREBY CERTIFY that this Minute Order, approving the agreement
between the City of Palm Springs and Maritime Trust/Foreign-Trade
Zone Solutions, in the amount of$12,500, in a form acceptable to the
City Attorney, for consulting services to assist with the Foreign-Trade
Zone #236 activation, was adopted by the City Council of the City of
Palm Springs, California, in a meeting thereof held on the 21st day of
March, 2001.
PATRICIA A. SANDERS
City Clerk